Form 8-K is a very broad form used to notify investors of any material event that is important to shareholder

Shareholder

A shareholder or stockholder is an individual or institution that legally owns one or more shares of stock in a public or private corporation. Shareholders own the stock, but not the corporation itself ....

s or the United States Securities and Exchange Commission

United States Securities and Exchange Commission

The U.S. Securities and Exchange Commission is a federal agency which holds primary responsibility for enforcing the federal securities laws and regulating the securities industry, the nation's stock and options exchanges, and other electronic securities markets in the United States...

. This is one of the most common types of forms filed with the SEC. After a significant event like bankruptcy

Bankruptcy

Bankruptcy is a legal status of an insolvent person or an organisation, that is, one that cannot repay the debts owed to creditors. In most jurisdictions bankruptcy is imposed by a court order, often initiated by the debtor....

 or departure of a CEO, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quartely reports on Form 10-Q

Form 10-Q

Form 10-Q, also known as a 10-Q or 10Q is a quarterly report designed to give a status of how a business is doing after three months of operation. These reports generally compare last quarter to the current quarter and last years quarter to this years quarter. The SEC put this form in place to...

 and/or Annual Reports on Form 10-K

Form 10-K

A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission , that gives a comprehensive summary of a public company's performance...

. Form 8-K is required to be filed by public companies

Public company

This is not the same as a Government-owned corporation.A public company or publicly traded company is a limited liability company that offers its securities for sale to the general public, typically through a stock exchange, or through market makers operating in over the counter markets...

 with the SEC pursuant to the Securities Exchange Act of 1934

Securities Exchange Act of 1934

The Securities Exchange Act of 1934 , , codified at et seq., is a law governing the secondary trading of securities in the United States of America. It was a sweeping piece of legislation...

, as amended. For a list of events that would trigger a Form 8-K to be filed, see the Official SEC Form 8-K Summary, reproduced below.

When Form 8-K is Required

Form 8-K is used to notify investors of a current event. These types of events include:

• Material definitive agreements not made in the ordinary course of business
• Bankruptcies or receivership
  Receivership
  In law, receivership is the situation in which an institution or enterprise is being held by a receiver, a person "placed in the custodial responsibility for the property of others, including tangible and intangible assets and rights." The receivership remedy is an equitable remedy that emerged in...
  
  s
• Director
  Board of directors
  A board of directors is a body of elected or appointed members who jointly oversee the activities of a company or organization. Other names include board of governors, board of managers, board of regents, board of trustees, and board of visitors...
  
   is elected
• Director departs
  • If a director departs because of a disagreement with the company on any matter relating to the registrant’s operations, policies, or practices then an 8-K must be filed to disclose a brief description of the circumstances representing the disagreement.
• Asset movement: acquisition or sale
• Result of operations and financial condition
• Material Direct Financial obligations (bonds, debentures)
• Triggering events that accelerate material obligations (defaults on a loan)
• Exit or disposal plans
  • Layoff
    Layoff
    Layoff , also called redundancy in the UK, is the temporary suspension or permanent termination of employment of an employee or a group of employees for business reasons, such as when certain positions are no longer necessary or when a business slow-down occurs...
    
    s
  • shutting down a plant
  • material change in services or outlets
• Material impairments
• Delisting or transfer exchange notices
• Unregistered equity
  Stock
  The capital stock of a business entity represents the original capital paid into or invested in the business by its founders. It serves as a security for the creditors of a business since it cannot be withdrawn to the detriment of the creditors...
  
   sales
• Modifications to shareholder rights
• Change in accountant
  Accountant
  An accountant is a practitioner of accountancy or accounting , which is the measurement, disclosure or provision of assurance about financial information that helps managers, investors, tax authorities and others make decisions about allocating resources.The Big Four auditors are the largest...
  
   - and good idea to explain why
• SEC investigations and internal reviews
• Financial non-reliance notices
• Changes in control of the company
  • Someone takes a large equity position (more than 15%); shareholder also needs to file with SEC as to intent
  • Someone takes a 51% position
• Changes in executive management
  • Officer leaves
  • Officer is fired
  • Officer is hired
• Departure or appointment of company officers
• Amendments to company Governance Policies
  • Code of Ethics
  • Board Committee Governance Policies
• Trading suspension
• Change in credit
  Credit (finance)
  Credit is the trust which allows one party to provide resources to another party where that second party does not reimburse the first party immediately , but instead arranges either to repay or return those resources at a later date. The resources provided may be financial Credit is the trust...
  
  
• Change in company status
• Other events
• Financial exhibits

Investors should always read any 8-K filings that are made by companies in which they are invested. These reports are both material and relevant to the company, and often contain information that will affect the share price

Share price

A share price is the price of a single share of a number of saleable stocks of a company. Once the stock is purchased, the owner becomes a shareholder of the company that issued the share.-Behavior of share prices:...

.

Reading Form 8K

Typically an 8-K filing will only have two major parts. They are:

• The name and description of the event - this contains all the information that the company considers relevant to shareholders and the SEC. It is important to read this information, as it has been deemed "material" by the company.
• Any exhibits that are relevant - these exhibits may include financial statements, press releases, data tables, or other information that is referenced in the description of the event.

External links

• All 8-K Filings, first 2 free
• Latest 8-K SEC Filings
• Latest 8-K Filings RSS Feed
• Form 8-K
• SEC Homepage
• SEC EDGAR Database - find any Form 8-K filing